UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                               File No. 333-7686

                             REGISTRATION STATEMENT
                                    FORM S-2

                        Under The Securities Act of 1933
   As filed with the Securities and Exchange Commission on September 15, 1998

                            PRO-FAC COOPERATIVE, INC.
             (Exact name of registrant as specified in its charter)

            NEW YORK                                      16-6036816
(State or other jurisdiction of 
 incorporation or organization)                (IRS Employer Identification No.)

                                                      Copy to:

STEPHEN R. WRIGHT, GENERAL MANAGER                    CATHERINE A. KING, ESQ.
Pro-Fac Cooperative, Inc.                             Harris Beach & Wilcox, LLP
90 Linden Oaks                                        130 East Main Street
Rochester, New York 14625                             Rochester, New York 14604
(716) 383-1850                                        (716) 232-4440

(Name, address,  including zip code, and telephone number,  including area code,
of agent for service)

Approximate  date of  commencement  of proposed  sale to the public:  as soon as
practicable after the effective date of this Registration  Statement.

If any of the  securities  being  registered on this Form are to be offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933 check the following box. [x]

If the registrant elects to deliver its latest annual report to security holders
or a complete and legible facsimile  thereof,  pursuant to Item 11(a)(1) of this
form check the following  box. [ ]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the  Securities  Act  registration  statement  number of the  earlier  effective
registration   statement   for  the  same  offering.  [  ]

If this Form is a  post-effective  amendment filed pursuant to rule 462(c) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration  statement number of the earlier effective  registration  statement
for the same  offering.  [ ]

If this Form is a  post-effective  amendment filed pursuant to Rule 462(d) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration  statement number of the earlier effective  registration  statement
for the same offering.  [ ]

If delivery  of the  prospectus  is  expected  to be made  pursuant to Rule 434,
please  check the  following  box. [ ]
<TABLE>
                                                            Proposed Maximum
  Title of Each Class of                 Amount Being      Aggregate Offering           Proposed  Maximum            Amount of
Securities Being Registered               Registered         Price Per Unit          Aggregate Offering Price    Registration Fee*
<S>                                       <C>                    <C>                       <C>                        <C>   
Retains                                   $7,000,000             100%                      $7,000,000                 $2,121
Class A Cumulative  Preferred Stock**
Total                                                                                                                 $2,121
<FN>
*    As permitted by Rule 429(a), the Prospectus included herein also relates to 581,564  shares of Common Stock (as to which a 
     filing fee of $1,338.65 was paid) covered by Registration Statement No. 33-60273.

**   Representing Class A Cumulative  Preferred  Stock  issuable at maturity of Retains.  No  additional  fee is required  pursuant
     to Rule  457(i).
</FN>
</TABLE>
PRIOR  REGISTRATION  - RULE 429

As permitted  by Rule 429(a),  the  Prospectus  included  herein also relates to
Registration   Statement  No.  33-60273.

The registrant hereby amends this  Registration  Statement on such date or dates
as may be necessary to delay the effective date of this  Registration  Statement
until the registrant shall file a further  amendment which  specifically  states
that this Registration Statement shall thereafter become effective in accordance
with  Section  8(a) of the  Securities  Act of 1933 or until  this  Registration
Statement  shall have become  effective on such date as the  Commission,  acting
pursuant to Section 8(a), may determine.
<PAGE>
PROSPECTUS
                 SUBJECT TO COMPLETION, DATED September 15, 1998
                            PRO-FAC COOPERATIVE, INC.

                         581,564 Shares of Common Stock

                               $7,545,000 Retains



Pro-Fac Cooperative, Inc. ("Pro-Fac") is a New York cooperative corporation with
capital stock which markets the agricultural  products grown by its members, all
of whom are its  common  shareholders,  through  Agrilink  Foods,  Inc.,  a food
processing  corporation  which is a  wholly-owned  subsidiary  of Pro-Fac.  This
Prospectus pertains to common stock, the allocation by Pro-Fac to its members of
certain  credits   representing   payments  by  Pro-Fac  for  crops   purchased,
denominated  "retains," and to the issuance by Pro-Fac of its Class A Cumulative
Preferred Stock ("the Cumulative  Preferred Stock") to members and other persons
holding such retains.  The  Cumulative  Preferred  Stock is traded on the Nasdaq
National Market System under the symbol "PFACP."


           SEE THE SECTION OF THIS PROSPECTUS ENTITLED "RISK FACTORS,"
               WHICH BEGINS ON PAGE 4, FOR CERTAIN SPECIAL FACTORS
                           RELATING TO THIS OFFERING.

               NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR
                 ANY STATE SECURITIES COMMISSION HAS APPROVED OR
                 DISAPPROVED OF THESE SECURITIES OR PASSED UPON
                  THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
            ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


<TABLE>
                                                         Underwriting
                                       Price to         Discounts and           Proceeds to
                                        Public         Commissions (1)           Issuer (2)
                                      -----------      ---------------          ----------- 
<CAPTION>

<S>                    <C>            <C>                    <C>           
Common Stock           Per Share      $     5.00             0.0                $     5.00
                       Total:         $2,907,820                                $2,907,820

Retains                Per Unit:             100%            0.0                       100%
                       Total:         $7,545,000             0.0                $7,545,000

<FN>
(1)  The  securities  described  in  this  Prospectus  are  to  be  offered  and
     distributed directly by the issuer through officers of Pro-Fac, without the
     use of any  underwriter or dealer,  and no discounts,  commissions or other
     compensation are to be allowed or paid therefor.

(2) Before deducting expenses estimated at $29,621.
</FN>
</TABLE>

The date of this Prospectus is             , 1998.

Information   contained  herein  is  subject  to  completion  or  amendment.   A
registration  statement  relating  to these  securities  has been filed with the
Securities  and Exchange  Commission.  These  securities may not be sold nor may
offers to buy be accepted prior to the time the registration  statement  becomes
effective.  This  prospectus  shall  not  constitute  an  offer  to  sell or the
solicitation of an offer to buy nor shall there be any sale of these  securities
in any State in which such offer,  solicitation  or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
<PAGE>
                              AVAILABLE INFORMATION

Pro-Fac is subject to the informational  requirements of the Securities Exchange
Act of 1934 and in accordance therewith files reports and other information with
the Securities and Exchange  Commission  (the  "Commission").  Reports and other
information  filed with the Commission can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street,  NW,  Washington,  DC and at its regional offices located at 7
World  Trade  Center  (Suite  1300),  New York,  New York  10048 and at 500 West
Madison Street (Suite 1400),  Chicago,  Illinois 60661.  Copies of such material
can be obtained from the Public Reference Section of the Commission at Judiciary
Plaza, 450 Fifth St., NW, Washington,  DC 20549, at prescribed rates.  Pro-Fac's
Cumulative Preferred Stock is traded on the Nasdaq National Market.  Reports and
other information concerning Pro-Fac can be inspected at such exchange. Further,
the Commission maintains a Web site at http://www.sec.gov  that contains reports
and other information regarding Pro-Fac.

                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

This  Prospectus is accompanied by Pro-Fac's  Annual Report on Form 10-K for the
fiscal year ended June 27, 1998 which is incorporated by reference herein.

                             REPORTS TO SHAREHOLDERS

Pro-Fac  furnishes  annual reports to its members and  shareholders on Form 10-K
which contain audited financial statements.


<PAGE>
<TABLE>
                                TABLE OF CONTENTS
<CAPTION>

                                                                                                                               Page

<S>                                                                                                                             <C>
Summary of Prospectus......................................................................................................      1
Risk Factors...............................................................................................................      4
Ratio of Earnings to Fixed Charges and Preferred Dividends.................................................................      6
Use of Proceeds............................................................................................................      7
Determination of Offering Price...........................................................................................       7  
Business of Pro-Fac........................................................................................................      7
Description of Pro-Fac Securities..........................................................................................     11
Restrictions on Dividends and Other Distributions to Members and Investors.................................................     15
Certificates for Securities................................................................................................     15
Plan of Distribution.......................................................................................................     16
Experts....................................................................................................................     16
</TABLE>

No dealer,  salesman or other person has been authorized to give any information
or to make any  representations,  other than those contained in this Prospectus,
in connection with the transactions described herein, and if given or made, such
information or representations must not be relied upon as having been authorized
by  Pro-Fac.  This  Prospectus  does not  constitute  an  offer  to  sell,  or a
solicitation  of an offer to buy, the securities  covered by this  Prospectus in
any  state  to any  person  to  whom  it is  unlawful  to  make  such  offer  or
solicitation  in such state.  Neither the  delivery of this  Prospectus  nor the
distribution  of any  security  covered  by this  Prospectus  shall,  under  any
circumstances,  create an implication that there has been no change in the facts
herein set forth or in the affairs of Pro-Fac since the date hereof.
<PAGE>
                                                                 1

                              SUMMARY OF PROSPECTUS

The  following  summary  is  qualified  in its  entirety  and  should be read in
conjunction with the registrant's  Annual Report on Form 10-K for the year ended
June  27,  1998,   which  includes  more  detailed   information  and  financial
statements.

General Development of Business:  Pro-Fac  Cooperative,  Inc. ("Pro-Fac" or "the
Cooperative") is an agricultural  cooperative  formed in 1960 under New York law
to process and market crops grown by its members.  Pro-Fac crops include  fruits
(cherries,  apples,  blueberries,  peaches, and plums),  vegetables (snap beans,
beets,  cucumbers,  peas,  sweet  corn,  carrots,  cabbage,  squash,  asparagus,
potatoes,  turnip roots, and leafy greens),  and popcorn.  Only growers of crops
marketed through Pro-Fac (or associations of such growers) can become members of
Pro-Fac;  a grower  becomes a member of Pro-Fac  through the  purchase of common
stock.  Its  approximately  600 members are growers (or associations of growers)
located principally in New York, Pennsylvania,  Illinois, Michigan,  Washington,
Oregon, Iowa, Nebraska, Florida, and Georgia. The principal office of Pro-Fac is
at 90 Linden Oaks,  Rochester,  New York 14625;  its telephone  number is (716)
383-1850.

Agrilink Foods, Inc. ("Agrilink" or the "Company"),  incorporated in New York in
1961, is a producer and marketer of processed  food products,  including  canned
and frozen fruits and vegetables, canned desserts and condiments, fruit fillings
and toppings, canned chilies and stews, salad dressings,  pickles, peanut butter
and snack foods.  Agrilink has three primary business units: Curtice Burns Foods
("CBF"), Nalley Fine Foods, and its Snack Foods Group. Each business unit offers
different  products  and is  managed  separately.  The  majority  of each of the
business  unit's net sales is within the United States.  In addition,  currently
all of the Company's operating facilities are within the United States.

On  November  3,  1994,  Pro-Fac  acquired  Agrilink,   and  Agrilink  became  a
wholly-owned  subsidiary of Pro-Fac.  Pro-Fac and Agrilink have a  long-standing
contractual  relationship pursuant to which Pro-Fac provides crops and financing
to Agrilink,  Agrilink provides a market and management to Pro-Fac,  and Pro-Fac
shares in the profits of  Agrilink.  The  purchase  price and fees and  expenses
related  to the  acquisition  were  financed  with  borrowings  under  a  credit
agreement  (the "Credit  Agreement")  with  CoBank,  ACB (the  "Bank"),  and the
proceeds of the Company's 12.25 percent Senior  Subordinated Notes due 2005 (the
"Notes"). Pro-Fac has guaranteed the obligations of the Company under the Credit
Agreement and the Notes. The Credit Agreement and the Notes restrict the ability
of Pro-Fac to amend the Pro-Fac Marketing and Facilitation Agreement. The Credit
Agreement and the Notes also restrict the amount of dividends and other payments
that may be made by the Company to Pro-Fac.

Under the  Pro-Fac  Marketing  and  Facilitation  Agreement  (the  "Agreement"),
Agrilink pays Pro-Fac the commercial market value ("CMV") for all crops supplied
by  Pro-Fac.  CMV is  defined  as the  weighted  average  price  paid  by  other
commercial  processors for similar crops sold under  preseason  contracts and in
the open market in the same or competing  market area.  Although CMV is intended
to be no more than the fair market value of the crops purchased by Agrilink,  it
may be more or less than the price  Agrilink would pay in the open market in the
absence of the Agreement.

Under the Agreement, Agrilink is also required to have on its Board of Directors
some  persons  who  are  neither   members  of  nor   affiliated   with  Pro-Fac
("Disinterested Directors"), the number of Disinterested Directors must at least
equal the number of Directors who are members of Pro-Fac. The volume and type of
crops to be purchased by Agrilink under the Agreement are determined pursuant to
its annual  profit  plan,  which  requires  the  approval  of a majority  of the
Disinterested  Directors  of  Agrilink.  In  addition,  in any year in which the
Company has earnings on products  which were  processed  from crops  supplied by
Pro-Fac  ("Pro-Fac  Products"),  the Company pays to Pro-Fac up to 90 percent of
such  earnings,  but in no case  more than 50  percent  of all  pretax  earnings
(before dividing with Pro-Fac) of the Company. In years in which the Company has
losses on Pro-Fac  Products,  the Company reduces the CMV it would otherwise pay
to Pro-Fac by up to 90  percent of such  losses,  but in no case by more than 50
percent of all pretax  losses  (before  dividing  with  Pro-Fac) of the Company.
Additional  patronage  income  is paid  to  Pro-Fac  for  services  provided  to
Agrilink,  including the provision of a long-term, stable crop supply, favorable
payment terms for crops and the sharing of risks in losses of certain operations
of the business.  For fiscal years ended 1998,  1997, and 1996,  such additional
patronage  income/(loss)  amounted to $12.5 million,  $10.3 million,  and $(9.0)
million,  respectively.  Under the Indentures  related to the Notes,  Pro-Fac is
required to reinvest at least 70 percent of the additional  patronage  income in
Agrilink.

On July 27,  1998,  the  Company  announced  that it had  reached  a  definitive
agreement  with Dean Foods  Company  ("Dean") of  Franklin  Park,  Illinois,  to
acquire Dean's  vegetable  operations  which includes the nationally known Birds
Eye brand and Dean's Freshlike and VegAll brands (the "Dean Foods Acquisition").
The Dean Foods Vegetable  Company  ("DFVC")  reported  revenues of approximately
$620  million  for fiscal  1998.  DFVC  employs  approximately  2,000  full-time
employees in 13 plants, located in California,  Minnesota,  New York, Texas, and
Wisconsin.  The  Acquisition  is expected to close in September 1998 and will be
accounted for as a purchase.
<PAGE>
                                                                 2
In  connection  with the  acquisition  of  DFVC,  the  Company  has  received  a
commitment  letter from a bank to provide a new credit facility (the "New Credit
Facility"),  which is expected to consist of a $200.0 million  revolving  credit
facility  (the  "Revolving  Credit  Facility")  and a $500.0  million  term loan
facility (the "Term Loan Facility").  Such commitment,  however, is subject to a
number of  conditions,  including  the  execution  and  delivery of a New Credit
Facility agreement satisfactory to the lender.

The Term Loan  Facility  is  expected  to be  comprised  of a term A facility of
$150.0  million (the "Term Loan A"), which will have a maturity of five years, a
term B facility of $175.0 million (the Term Loan B"), which will have a maturity
of six years, and a term C facility of $175.0 million (the "Term Loan C"), which
will have a maturity of seven years.  The Revolving  Credit Facility will have a
maturity of five years.

The New Credit  Facility will bear  interest,  at the Company's  option,  at the
Administrative  Agent's  alternate  base  rate  or the  reserve-adjusted  London
Interbank Offered Rate ("LIBOR") plus, in each case,  applicable margins of: (i)
in the case of alternate  base rate loans,  (x) 1.00  percent for the  Revolving
Credit  Facility and Term Loan A, (y) 1.75 percent for Term Loan B, and (z) 2.00
percent for Term Loan C; and (ii) in the case of LIBOR  loans,  (x) 2.25 percent
for Revolving Credit Facility and Term Loan A, (y) 2.75 percent for Term Loan B,
and (z) 3.00 percent for Term Loan C. The administrative agent's "alternate base
rate" is defined as the greater of (a) the prime commercial rate as announced by
the  administrative  agent, or (b) the Federal Funds rate plus 1/2 of 1 percent.
In addition,  the Company will pay a commitment fee calculated at a rate of 0.50
percent per annum on the daily  average  unused  commitment  under the Revolving
Credit Facility.

Pro-Fac Securities:

Common Stock.  Common stock,  par value $5, is sold for cash at its par value to
all  growers or  associations  of growers  who become  members of  Pro-Fac,  and
ownership of common stock is thus  synonymous  with  membership in Pro-Fac.  The
common  stock  investment  required of each new member is based upon the nature,
location,  and  quantity  of  particular  crops  in  particular  locations.   In
determining  the level of common  stock  investment  required  for a member  who
desires to market a specified quantity or acreage of a crop through Pro-Fac, the
Board of  Directors  takes into  account the  expected  Commercial  Market Value
("CMV")  of the crop,  the level of  interest  in  marketing  that crop  through
Pro-Fac and other  factors.  Common stock may only be held by members of Pro-Fac
who are growers of crops marketed  through  Pro-Fac (or by  associations of such
growers),  and may only be transferred with the written consent of Pro-Fac.  Any
proposed  purchaser  of  outstanding  common  stock must be a grower  willing to
assume  all of the  seller's  obligations  as a member  of  Pro-Fac  and must be
acceptable to the Board of Directors.

Upon the purchase of common  stock,  a new member of Pro-Fac  executes a General
Marketing  Agreement,  which  provides  for  (1)  delivery  of  crops;  (2)  the
availability  of  facilities  for receiving and  processing  the crops;  (3) the
operation  of a single  marketing  pool for all crops  delivered  based upon the
establishment of the CMV, as defined, of each crop each year; and (4) the manner
of payment by Pro-Fac to its members of the purchase price for delivered  crops.
Annual crop  agreements  supplement the General  Marketing  Agreement by setting
forth  quality  specifications,  terms and  conditions  for the  production  and
delivery of the member's  specific crop, and the relative value  weighting to be
given to raw product by grade category. See "Business of Pro-Fac."

In many cases,  the board of directors of Pro-Fac has  permitted  new members to
pay the purchase  price for their  shares of common stock in four  installments.
Under this system, a cash deposit of at least 25 percent of the total price must
be paid upon  joining  Pro-Fac;  at that  time 25  percent  of the  shares to be
purchased  are issued to the grower.  The balance due may be paid in three equal
annual  installments;  upon receipt of each payment, 25 percent of the shares to
be purchased  are issued by Pro-Fac to the grower.  A member making his purchase
in installments  is permitted to market through Pro-Fac the total  quantities of
product covered by his General Marketing  Agreement even before he has purchased
the total required  number of shares of common stock.  Since each Pro-Fac member
is entitled to only one  membership  vote  regardless of the number of shares of
common  stock  held,  the  voting  rights of a member  are not  affected  by the
purchase of common stock in installments. See "Description of Pro-Fac Securities
- Common Stock,  Par Value $5 - Voting  Rights." A member is entitled to receive
dividends only on shares of common stock actually issued to him.

A grower may pay the three  annual  installments  from the  proceeds of his crop
sales to Pro-Fac or from other funds, as he chooses.  He may pay the full amount
due at any time prior to the end of the third crop  season,  except that members
are not permitted to make  voluntary  advance  payments for common stock between
April 1 and the  dividend  qualifying  date for common stock during any calendar
year.

Retains.  Retains are issued to reflect the retention by Pro-Fac of a portion of
its  proceeds,  as  described  below.  Patronage  proceeds are  Pro-Fac's  gross
receipts  derived from  sources that under  federal tax law qualify as patronage
income,  which are primarily proceeds from the sale of crops supplied by members
of Pro-Fac,  as well as transactions  that facilitate or are directly related to
such marketing activities.
<PAGE>
                                                                3

Under the bylaws of Pro-Fac, net proceeds from patronage income, if any, must be
paid or allocated  each year to each member on the basis of the business done by
that member with Pro-Fac  during the preceding  crop year.  Distribution  may be
made in cash or by allocating to the account of each member his interest in that
portion  of the  proceeds  retained  by Pro-Fac  ("retains")  for use as working
capital  or for  such  other  purposes  as may be  determined  by the  Board  of
Directors.  Such retains are made up of allocations for which qualified  notices
have  been  distributed  ("qualified  retains")  and  non-qualified  notices  of
allocations ("non-qualified retains"). Qualified retains are freely transferable
and  normally  mature into Class A  Cumulative  Preferred  Stock at  liquidation
preference,  $25 per share,  in  December  of the fifth  year after  allocation.
Non-qualified retains may not be sold or purchased and may, in the discretion of
the Board of Directors,  be redeemed after five years for cash and/or  preferred
stock.   Prior  to  fiscal  1996,   qualified   retains  were   converted   into
Non-Cumulative Preferred Stock upon maturity, and Non-Cumulative Preferred Stock
was used to redeem  non-qualified  retains.  Beginning in fiscal 1996, qualified
retains were  converted into Class A Cumulative  Preferred  Stock upon maturity,
and Class A Cumulative Preferred Stock was used to redeem non-qualified retains.
In the  future,  it is the  intention  of the Board of  Directors  that  retains
maturing or redeemed will be converted into or redeemed using Class A Cumulative
Preferred Stock. See "Description of Pro-Fac Securities" and "Risk Factors."

Preferred  Stock.  Until October 1995, all preferred stock issued by Pro-Fac was
Non-Cumulative  Preferred  Stock.  On October 10, 1995,  Pro-Fac  consummated an
exchange  offer  in  which  shares  of  Class  A  Cumulative   Preferred   Stock
("Cumulative   Preferred  Stock")  were  exchanged  for  outstanding  shares  of
Non-Cumulative  Preferred  Stock  (the  "Exchange  Offer").  The  purpose of the
Exchange Offer was to provide stockholders with the opportunity to exchange,  on
a share-for-share  basis,  shares of  Non-Cumulative  Preferred Stock (which are
highly  illiquid) for shares of Cumulative  Preferred Stock (which are traded on
the Nasdaq National Market  System).  Holders of shares of Cumulative  Preferred
Stock will be entitled to receive, when, as and if declared by the Board, out of
assets of Pro-Fac legally available,  therefore,  cumulative cash dividends at a
quarterly  rate  equal to $0.43 per share  (or an annual  rate of  approximately
6.88%  of  the  liquidation  preference  of  $25.00  per  share).  Although  the
Cumulative Preferred Stock is traded on the Nasdaq National Market system, there
can be no assurance  that an  established  and liquid market for the  Cumulative
Preferred Stock will continue. See "Description of Pro-Fac Securities" and "Risk
Factors."

Use of Proceeds:  The cash proceeds from the sale of common stock to growers and
the cash  retained  as a result  of  distributing  net  proceeds  in the form of
retains  rather  than in cash will be used for  general  corporate  purposes  as
determined  by the Board of Directors at the time of receipt.  No separate  cash
proceeds are realized from the issuance of shares of Cumulative  Preferred Stock
that results from the conversion of retains.

Tax Treatment of Amounts Paid or Allocated to Members:  Under the federal income
tax laws,  members of Pro-Fac must include  currently  in their  taxable  income
calculation the purchase price for their crops,  including all cash payments and
allocations  of  qualified  retains.  Non-qualified  retains  are not subject to
current  taxation to the members and are taxable to the members only if and when
redeemed by Pro-Fac. See "Business of Pro-Fac."

Benefits of Membership:  From the point of view of a member of Pro-Fac there are
several  advantages  that he receives  from his  membership  in  Pro-Fac,  which
include the following:

     1.   The primary advantage is that the member has an established market for
          a portion of his crop in advance of the crop season.

     2.   A member of Pro-Fac can  specialize in the  production of one or a few
          crops,  which  normally  tends  to  increase  the  efficiency  of  his
          operations,  yet have the  opportunity to participate in the potential
          benefits of crop and  geographical  diversity,  since he shares in the
          proceeds of all crops  marketed  through  Pro-Fac in proportion to the
          value of his own crops marketed through Pro-Fac.

     3.   Members of Pro-Fac have the  satisfaction  of knowing that their views
          will be heard  in the  Cooperative  because  all of the  directors  of
          Pro-Fac and all of the members of the  commodity  committees  are also
          grower-members. The members of the commodity committees and all of the
          directors  are also  elected  by the  members of Pro-Fac on a regional
          basis.

     4.   Should  Pro-Fac or  Agrilink  need  additional  crops for an  existing
          operation  of  Agrilink,   qualified   members  are  given  the  first
          opportunity to provide those crops.

     5.   The member  obtains  the benefit of the  expertise  of Agrilink in the
          processing and marketing of food products.
<PAGE>
                                                                4
     6.   Over a period of years,  depending on the results of  operations,  the
          member has the opportunity to build a substantial equity investment in
          Pro-Fac retains and preferred stock.

     7.   The  investment  of the member in Pro-Fac  common stock and the market
          for his  products  derived  from  that  investment  are  transferable,
          subject to the  approval of the Pro-Fac  Board of  Directors,  so that
          should he want to reduce or terminate his production of crops,  he can
          liquidate his common stock  investment  through the sale of his shares
          to an eligible grower or to Pro-Fac itself.

To obtain these advantages the member must:

     1.   Purchase  shares  of  common  stock of  Pro-Fac  based  upon the type,
          location, and volume of crops he agrees to market through Pro-Fac.

     2.   Agree to the  retention by Pro-Fac of a portion of its  proceeds  from
          patronage  business above the CMV of crops marketed.  For example,  in
          the  1997  and  1995  fiscal   years,   75  percent  and  80  percent,
          respectively,  of such proceeds,  excluding non-qualified retains, was
          so  retained by Pro-Fac.  For the first five years,  such  amounts are
          retained  without  payment  of  interest  or  dividends.   A  member's
          investment  in the  retains  and  Non-Cumulative  Preferred  Stock  of
          Pro-Fac is relatively illiquid.  Recent sales of qualified retains and
          preferred  stock  have  been at  prices  substantially  below the face
          amounts thereof.

     3.   Agree to the delayed  payment of a portion of the  purchase  price for
          his  crops.  Such  delay  will  exceed  the  industry  average in many
          instances.

     4.   Include  in his  income for tax  purposes  not only the cash  payments
          received  for his  crops  but also the  amount  of  qualified  retains
          allocated  to his account in that year and any  non-qualified  retains
          redeemed in that year.

     5.   Assume the risk that he may be paid less than CMV for his  crops.  See
          "Risk Factors - Member's Share of Proceeds was Less Than CMV in Fiscal
          1996" and "Business of Pro-Fac."

                                  RISK FACTORS

Member's  Share of Proceeds was Less Than CMV in Fiscal 1996:  Payment for crops
is based upon the CMV of such crops, which is the weighted average of the prices
paid by other  commercial  processors  for  similar  crops  used for  similar or
related  purposes  sold under  preseason  contracts or in the open market in the
same or similar market areas. There is no relationship  between the CMV of crops
and the cost of  producing  such  crops  since CMV is  determined  by supply and
demand in the marketplace.

While  Agrilink has agreed to pay to Pro-Fac at least the CMV of Pro-Fac  crops,
the total proceeds of Pro-Fac depend in large part on the overall  profitability
of Agrilink.  There can be no assurance  that payment by Pro-Fac to a member for
his crops from the  proceeds of Pro-Fac will be equal to or greater than the CMV
of those crops.

The members of Pro-Fac  were paid more than CMV for their crops in every year of
Pro-Fac  operations  except 1963,  1969, 1970, and 1996. The Company will assume
increased  indebtedness  in  conjunction  with the  acquisition  of DFVC,  thus,
increasing the risk that Pro-Fac would, in one or more future years, pay members
less than the CMV of their crops. See "Increase in Leverage of Agrilink."

Increase in Leverage of Agrilink:  On July 27, 1998, the Company  announced that
it had  reached a  definitive  agreement  with Dean Foods  Company  ("Dean")  of
Franklin Park,  Illinois,  to acquire Dean's vegetable operations which includes
the nationally known Birds Eye brand and Dean's Freshlike and VegAll brands (the
"Acquisition").  The Dean Foods Vegetable  Company ("DFVC") reported revenues of
$620  million  for fiscal  1998.  DFVC  employs  approximately  2,000  full-time
employees in 13 plants, located in California,  Minnesota,  New York, Texas, and
Wisconsin.  The  Acquisition  is expected to close in September 1998 and will be
accounted for as a purchase. To complete the Acquisition, the Company will incur
a  significant  amount  of  new  borrowings.  Management  anticipates  that  the
Acquisition  will be financed  through a  combination  of bank and  subordinated
debt. Under provision of the additional bank and  subordinated  debt agreements,
Pro-Fac  will  act  as a  guarantor.  Pro-Fac  does  not  have  any  independent
operations  or any  significant  assets other than the capital stock of Agrilink
and  is  dependent  upon  the  receipt  of  payments  under  the  Marketing  and
Facilitation  Agreement  and dividends or other  distributions  from Agrilink to
fund its obligations.  As such,  Pro-Fac will be required to maintain  specified
levels with regard to EBITDA,  interest coverage,  fixed charges,  leverage, net
worth,  and will have  restrictions  placed on it regarding  dividends and other
distributions.
<PAGE>
                                                                5
As a  result  of the  Acquisition,  Agrilink  will be more  leveraged,  and such
leverage may increase or decrease in the future. Such leverage may increase as a
result of the future  borrowings to fund capital  expenditures,  working capital
needs, or for other general  corporate needs. The degree to which the Company is
leveraged is important to members of Pro-Fac because the amount paid by Agrilink
for crops supplied by Pro-Fac, and the amount of dividends that Agrilink may pay
to Pro-Fac,  varies depending upon the profitability of Agrilink. Such payments,
in turn,  affect  what  Pro-Fac  may pay to its  members for their crops and the
ability of Pro-Fac to pay dividends on, or repurchase,  its common and preferred
stock.

A high  degree of  leverage  may make the Company  more  vulnerable  to economic
downturns,  may limit its ability to  withstand  competitive  pressures.  If the
Company is unable to generate  sufficient  cash flow from  operations to service
its debt obligations and to meet other cash requirements,  it may be required to
sell assets,  reduce  capital  expenditures,  refinance  all or a portion of its
debt, or obtain  additional  financing.  There can be no assurance that any such
assets sales or refinancing  would be possible or that any additional  financing
would be available, if at all, on terms acceptable to the Company. Factors which
could affect the Company's  access to the capital  markets,  or the cost of such
capital, include changes in interest rates, general economic conditions, and the
perception  in  the  capital  markets  of the  Company's  business,  results  of
operations, leverage, financial condition, and business prospects. The Company's
ability to make scheduled payments of principal or interest, or to refinance its
indebtedness  will depend on the Company's future operating  performance,  which
will be subject to economic,  financial,  competitive,  and other factors beyond
its control. Based on the current level of operations, the Company believes that
it will be able to meet the debt service requirements on its indebtedness,  meet
its  working  capital  needs,  and  funds  its  capital  expenditures  and other
operating  expenses out of cash flow from  operations  and available  short-term
borrowings.

Delayed Payments for Crops: Pro-Fac members receive delayed payment of a portion
of the purchase price for their crops. The delay exceeds the industry average in
some instances.  See "Business of Pro-Fac - Marketing of Members' Crops - Timing
of Payments for Crops" and "- Harvest-Time Advance."

Inclusion  of Certain  Payments  in  Taxable  Income:  A member of Pro-Fac  must
include in his taxable  income for federal  income tax purposes his share of the
net proceeds of Pro-Fac  realized from patronage  business which are paid to him
in cash and allocated to his account as qualified retains. Non-qualified retains
are included in the member's taxable income only upon redemption.  See "Business
of Pro-Fac."

Non-Transferability   of  Non-Qualified   Retains:   Non-qualified  retains  are
non-transferable  and  do  not  bear  interest.   See  "Description  of  Pro-Fac
Securities."

Absence of Market for Non-Cumulative  Preferred Stock and Qualified Retains: The
Non-Cumulative   Preferred  Stock  and  qualified  retains  of  Pro-Fac  may  be
transferred  without the consent of  Pro-Fac.  There are several  broker-dealers
making a limited market in Pro-Fac Non-Cumulative  Preferred Stock and qualified
retains.  There is no assurance that these arrangements,  or any other organized
market for Pro-Fac Non-Cumulative Preferred Stock and qualified retains, will be
reestablished.  The purpose of the Exchange  Offer was to provide  stockholders
with  the  opportunity  to  exchange,  on a  share-for-share  basis,  shares  of
Non-Cumulative  Preferred  Stock  (which  are  highly  illiquid)  for  shares of
Cumulative  Preferred  Stock  (which are traded on the  Nasdaq  National  Market
System. Pro-Fac permits holders to exchange  Non-Cumulative  Preferred Stock for
Cumulative  Preferred Stock on a  share-for-share  basis at certain times during
the year. See "Description of Pro-Fac Securities."

Possible  Changes of  Treatment of Retains:  The current  policy of Pro-Fac with
regard  to the  maturing  of  qualified  retains  into  preferred  stock and the
redemption of non-qualified retains for preferred stock and/or cash is described
in this Prospectus under  "Description of Pro-Fac  Securities."  This policy is,
however, subject to change, in the discretion of the Board of Directors.

Common  Stockholders  Receive Only One Vote  Regardless  of Shares  Owned:  Each
member of  Pro-Fac  has one vote,  regardless  of the number of shares of common
stock  held.  Further,  if two or more  members  are joined in a single  farming
enterprise,  the participating members receive only a single vote.  Accordingly,
even a member with  substantial  holdings of common  stock will have  relatively
little  control over the election of directors or other matters on which members
may vote. See "Description of Pro-Fac Securities."
<PAGE>
                                                                6
Possible Discontinuance of Crop: Pro-Fac continuously reviews the ability of its
members to produce  high-quality  crops, and Agrilink  continuously  reviews its
ability to process and market  profitably  the crops it buys from Pro-Fac.  As a
result  of such  reassessment,  Pro-Fac  may  determine  to  cease  marketing  a
particular crop and terminate the marketing  agreements of the members producing
that crop for sale  through  the  Cooperative.  The  members  affected  would be
required to sell all of their common stock  supporting  that crop to Pro-Fac for
cash at its par value, plus any accrued  dividends.  Pro-Fac may also adjust the
quantity  of  a  crop  to  be  marketed  for  members,   either  permanently  or
temporarily,  in  several  ways  described  herein  under  "Business  of Pro-Fac
Marketing of Members' Crops - Quantity of Crops Marketed."  Permanent  increases
or  decreases  in  the  quantity  of  a  crop  to  be  marketed  would  involve,
respectively,  the  purchase  of  additional  common  stock by  members or other
growers,  or the sale of common  stock by members to Pro-Fac at par value,  plus
any accrued dividends.

Agricultural Risks:  Agrilink and Pro-Fac and its members are subject to all the
risks  generally  associated  with  production  and  marketing  of  agricultural
commodities.  The  vegetable  portion  of  the  business  can be  positively  or
negatively affected by weather conditions nationally and the resulting impact on
crop yields.  Favorable  weather  conditions can produce high crop yields and an
oversupply  situation.  This  results in  depressed  selling  prices and reduced
profitability on the inventory  produced from that year's crops.  Excessive rain
or drought conditions can produce low crop yields and a shortage situation. This
typically  results in higher selling prices and increased  profitability.  While
the  national  supply  situation  controls  the  pricing,  the supply can differ
regionally because of variations in weather.

Competition in Food  Processing  Industry:  The products of Agrilink,  including
those  processed from crops supplied by Pro-Fac,  compete with those of national
and major regional food processors  under highly  competitive  conditions.  Many
national  manufacturers have  substantially  greater resources than Agrilink and
Pro-Fac. In conjunction with the anticipated Dean Foods acquisition, the Company
will obtain the Birds Eye brand name.  Management  believes that the addition of
the DFVC branded  products to the Company's  portfolio will enhance its existing
business and provide for significant opportunities of growth.

Proceeds Not Committed to Specific  Purposes:  The securities offered by Pro-Fac
are issued on a continuing basis as part of the normal operations of Pro-Fac and
not to raise funds for any specific purpose.  All determinations  concerning the
use and  investment  of the  proceeds  will be made by the Board of Directors of
Pro-Fac.  The members of Pro-Fac will not have the  opportunity  to evaluate any
use to which the proceeds may be put.

<TABLE>
                     RATIO OF EARNINGS TO FIXED CHARGES AND
                               PREFERRED DIVIDENDS
<CAPTION>

                                                           Fiscal Year Ended
                                         June 25,    June 24,     June 29,      June 28,         June 27,
                                           1994        1995         1996          1997             1998
<S>                                        <C>         <C>          <C>           <C>              <C>
Ratio of earnings to fixed charges
   and preferred dividends                 2.2         1.5          (A)           1.1              1.4

Pro forma ratio of earnings to fixed
   charges and preferred dividends         1.7         1.3          (B)           (B)              1.2

<FN>
(A)  In the fiscal year ended June 29, 1996,  the earnings  were  inadequate  by
     $37,048,000 to cover the amount of fixed charges and pretax basis preferred
     dividends.

(B)  In the fiscal  years ended June 29, 1996 and June 28,  1997,  the  earnings
     were inadequate by $43,748,000 and $2,028,000,  respectively,  to cover the
     amount of fixed charges and pretax basis  preferred  dividends  which would
     have been declared and paid if all retained earnings  allocated to members'
     "retains" at the end of each fiscal period had been  converted to preferred
     stock at the beginning of the period at the maximum  dividend  permitted by
     law.
</FN>
</TABLE>
<PAGE>
                                                                7
For purposes of computing  the ratio of earnings to fixed  charges and preferred
dividends,   earnings   consist  of  net  proceeds  before  (1)  equity  in  the
undistributed  earnings of CoBank, ACB, (2) fixed charges, (3) income taxes, and
(4) dividends on common and preferred stock.

Fixed  charges   represent  total  interest   expense.   For  purposes  of  this
computation,  preferred  dividends are adjusted to a pretax basis (the amount of
earnings before taxes necessary to meet preferred stock dividend  requirements).
Dividends  represent  those  amounts  deducted for purposes of  determining  net
proceeds in each fiscal year.

The pro forma ratios of earnings to fixed charges and preferred  dividends  were
computed  by further  increasing  combined  fixed  charges  and such  dividends,
adjusted to a pretax basis,  by the amount of pretax basis  preferred  dividends
which would have been  declared and paid if all retained  earnings  allocated to
members'  "retains"  at the end of each  fiscal  period  had been  converted  to
preferred  stock at the  beginning  of the  respective  periods  and the maximum
dividend  permitted  by law of 12  percent  of par value was  declared  and paid
thereon.

                                 USE OF PROCEEDS

The securities offered hereunder are issued on a continuing basis as part of the
normal operations of Pro-Fac and are not offered to raise funds for any specific
purpose.  As described more fully  elsewhere  herein,  common stock is sold from
time to time to new members of Pro-Fac or to members who  increase  the quantity
of crops marketed through Pro-Fac.  Retains are issued annually to represent net
proceeds from  patronage  business  retained by Pro-Fac.  The cash retained as a
result of  distributing  net proceeds in the form of retains rather than in cash
is transferred to Agrilink and is used for general corporate  purposes,  such as
the  financing  of  fixed  assets  and  the  reduction  of  short  or  long-term
borrowings,  as determined by the Board of Directors at the time of receipt.  No
separate cash  proceeds are realized  from the issuance of Cumulative  Preferred
Stock,  which is issued  only  upon the  maturing  of  outstanding  retains  and
replaces those retains on the books of the Cooperative.

                         DETERMINATION OF OFFERING PRICE

Common stock issued by Pro-Fac is sold at its $5 par value to members of Pro-Fac
or to growers who meet Pro-Fac standards for membership.

                               BUSINESS OF PRO-FAC

Pro-Fac's approximately 600 members are growers located principally in New York,
Pennsylvania,  Illinois, Michigan,  Washington, Oregon, Iowa, Nebraska, Florida,
and Georgia. A grower becomes a member of Pro-Fac through the purchase of common
stock,  which  obligates the grower to supply,  and Pro-Fac to purchase,  crops.
Crops  grown  by  Pro-Fac  members  and  purchased  by  Pro-Fac  include  fruits
(cherries,  apples,  blueberries,  peaches and plums),  vegetables  (snap beans,
beets,  cucumbers,  dry beans,  spinach,  lima beans, peas, sweet corn, carrots,
cabbage,  squash,  asparagus,  potatoes,  turnip  roots  and leafy  greens)  and
popcorn.  All of the  crops  supplied  to  Pro-Fac  by its  members  are sold to
Agrilink.

In  connection  with  the  DFVC  acquisition,  it  is  anticipated  the  Pro-Fac
membership will increase to accommodate the additional crop requirements.

Membership:  Membership  in Pro-Fac is  evidenced  by the  ownership  of Pro-Fac
common stock. Hence the terms "member" and "common  stockholder" are synonymous.
Only producers (or associations of producers) of agricultural  products marketed
through  Pro-Fac  are  eligible  to become  members  and to own common  stock of
Pro-Fac. See "Summary of Prospectus - Pro-Fac Securities - Common Stock."

Regional  Representation:  The  business  of Pro-Fac is  conducted  pursuant  to
policies  established by its Board of Directors.  The territorial  area in which
Pro-Fac  operates has been divided into  geographical  regions  based on natural
divisions of product and location.  In addition,  some regions have been further
divided  into  districts.  The  members  within  each  region  or  district  are
represented  on the Board by at least one  director.  The board  designates  the
number of directors  to be elected  from each region or  district,  based on the
value  of  raw  product   delivered,   so  as  to  attain  reasonably   balanced
representation  on the  Board.  At  present,  there are five  regions of Pro-Fac
covering  the  following  areas  and  represented  by the  number  of  directors
indicated:
                                                          Present Number
      Region                     Area                      of Directors

  I   (Dist. 1)         Western Upstate New York                2
      (Dist. 2)         Eastern Upstate New York                2
      (Dist. 3)         Pennsylvania and Delaware               1

 II   (Dist. 1)         Michigan                                3
      (Dist. 2)         Illinois                                1

III                     Iowa and Nebraska                       1

 IV                     Washington and Oregon                   1

  V                     Georgia and Florida                     1
<PAGE>
                                                                8

In addition to the 12 directors  elected by the members of Pro-Fac  within these
five  membership  regions,  the Board of  Directors  of Pro-Fac is  permitted to
appoint up to one-fifth of the total number of directors to represent  primarily
the interest of the general public in Pro-Fac,  although,  at present only these
12 elected directors constitute the entire board.

Commodity Committees: A commodity committee has been established for each of the
major crops  marketed  through  Pro-Fac.  Each  committee  member is a member of
Pro-Fac who grows and markets  through Pro-Fac the crop with which his committee
is  concerned.  Under  current  policies,  where a crop is produced in different
geographical  areas,  commodity  committees are established  either for separate
geographical  areas or for a  combination  of areas.  Members of each  commodity
committee  are elected by the members of Pro-Fac in the  region(s) for which the
committee serves.

The commodity  committees have been active in advising the Board of Directors of
Pro-Fac as to numerous matters affecting Pro-Fac crops, particularly with regard
to the  determination  of CMV as  hereinafter  described  and the content of the
annual crop agreements, which specify the terms under which crops will be grown,
harvested and delivered.

MARKETING OF MEMBERS' CROPS -

General  Marketing  Agreement:  Each  member of Pro-Fac  enters into a marketing
agreement with Pro-Fac (the "General Marketing Agreement"), in which he appoints
Pro-Fac as his exclusive  agent for  processing and marketing the portion of his
crop  committed  under the General  Marketing  Agreement  and under  annual crop
agreements.  In  the  General  Marketing  Agreement,   Pro-Fac  agrees  to  make
available,  through its agreement  with  Agrilink,  facilities for receiving and
processing the crops  delivered by its members and the  management  personnel to
operate such facilities and to market the crops of its members as processed food
products.

Passage of Title to Crops: Upon delivery of a member's crops to Pro-Fac, Pro-Fac
takes title to such crops and has the right to  transfer,  process,  or encumber
them  as it  sees  fit,  subject  to the  provisions  of the  General  Marketing
Agreement.  A member  delivering crops to Pro-Fac has no control over such crops
following delivery.  Prior to delivery to Pro-Fac, each member bears all risk of
loss or damage to his crops.

Quantity of Crops Marketed:  Ordinarily,  the quantity of a crop to be delivered
by a member of Pro-Fac in any year is the quantity previously established in the
General  Marketing  Agreement and the  Application  for Membership or Additional
Stock  Subscription,  this being the  quantity of raw product  supported  by the
member's  common  stock  ownership.  For crops  subscribed  on a tonnage  basis,
members  deliver 111 percent of the stock  commitment.  There are several  ways,
however, in which this quantity may be changed.

If Pro-Fac  determines that a permanent change is required in the total quantity
of a particular crop marketed  through it, a corresponding  change in the common
stock of the  members  producing  that  crop  will be  required.  If  additional
quantities of the crop are required,  additional common stock will be offered to
growers of the crop, with qualified current members of Pro-Fac in the area where
the crop is needed  given the first  opportunity  to  purchase  the stock.  If a
reduction in the quantity of a crop is  required,  the common stock  holdings of
all Pro-Fac members  delivering that crop will be proportionately  reduced;  see
"Risk Factors - Possible Discontinuance of Crop."

If a change  in total  crop  requirement  is  determined  to be only  temporary,
adjustment  of  common  stock  holdings  will  not be  required.  If  additional
quantities are temporarily  required,  Pro-Fac offers the opportunity to deliver
them to qualified  current  members  growing the crop, on a pro rata basis. If a
temporary  reduction in a crop is  required,  Pro-Fac may  temporarily  pro-rate
downward the quantity of the crop delivered by all members supplying it.

If the  deliveries of a crop are  temporarily  pro-rated  downward,  the members
affected  may,  with the  approval  of the Board of  Directors,  be offered  the
opportunity to sell their excess common stock to Pro-Fac.  A member  choosing to
do so would incur a permanent  reduction in the amount of crop he is entitled to
deliver to Pro-Fac.

Pro-Fac  crops under stock tonnage are  generally  subscribed  for 90 percent of
Agrilink  normal required raw product needs.  The difference  between the normal
stock tonnage and the normal required raw product need of Agrilink  becomes part
of the member's delivery obligation. The tonnage will be paid for by Pro-Fac and
qualify for net proceeds distribution. No additional investment is required from
the member.  This  results in an increase of 11 percent to a member's  agreed to
seasonal tonnage.
<PAGE>
                                                                9
Agent  Growers:  If a member is  temporarily  unable to fulfill  his  production
obligation to Pro-Fac,  either in whole or in part, he may secure another grower
or growers to act as his agent in growing and delivering the crop to Pro-Fac. An
agent grower  arrangement should be consummated prior to the planting season for
the crop  concerned.  An agent grower may, but need not, be a member of Pro-Fac.
All  payments,  including the  allocation of retains,  made by Pro-Fac for crops
delivered by an agent grower will be made directly to the agent grower. A member
may not utilize an agent grower to fulfill his production  obligation to Pro-Fac
more  frequently than one out of any two  consecutive  years without  subjecting
himself to the mandatory transfer of his excess common stock.

Payments  Received from  Agrilink;  CMV:  Payment for crops is initially made by
Agrilink to Pro-Fac  (and by Pro-Fac to its members) on the basis of CMV. CMV is
determined  by a  committee  established  jointly by the Board of  Directors  of
Pro-Fac and Agrilink  ("Joint  Board CMV  Committee")  consisting of two members
appointed by the president of Pro-Fac,  two members appointed by the chairman of
Agrilink, and the president of Agrilink. In making that determination, the Joint
Board CMV  Committee  acts on the basis of data  supplied  primarily by Agrilink
concerning  preseason  contracts and open market  purchases  for various  crops;
however, it also relies significantly upon the advice of the commodity committee
for each of the various crops marketed through  Pro-Fac.  Because the members of
the commodity committees are growers of the crops with which they are concerned,
and  because  those  growers,  like other  growers  who are  members of Pro-Fac,
frequently sell crops to processors outside of Pro-Fac, members of the commodity
committees  are familiar  with prices paid by other  commercial  processors  for
crops similar to those sold and marketed through Pro-Fac.

Payment of Purchase Price to Members: As a cooperative subject to the provisions
of the Internal Revenue Code of 1986, as amended, Pro-Fac may retain for working
capital a portion of the proceeds  received in payment for crops while currently
deducting for tax purposes the amount of such retained earnings that is annually
allocated  to its members as  qualified  retains.  In order to retain and deduct
such amounts, Pro-Fac must give a qualified written notice of allocation of such
amount to each  member;  the bylaws of Pro-Fac  provide  that such  notices  may
contain such terms and conditions as the Board of Directors  deems  appropriate,
but the  allocation  must be made within 8-1/2 months  following  the end of the
fiscal  year.  Each member must also  consent to take his entire  allocation  of
qualified retains into income for tax purposes at its stated dollar amount,  and
Pro-Fac  must pay in cash at least 20  percent  of each  member's  share of such
proceeds.  Retains as to which Pro-Fac issues a non-qualified  written notice of
allocation are excluded from these provisions.  The earnings retained by Pro-Fac
in  this  fashion  are  discussed  more  fully  under  "Description  of  Pro-Fac
Securities."

The  bylaws  of  Pro-Fac,  which are  incorporated  into the  General  Marketing
Agreement,  require Pro-Fac  annually to pay or account to its members for their
crops, on a cooperative  basis, in cash and through such  allocations of retains
as the Board of Directors  may  determine.  Over the past four out of five years
Pro-Fac has paid to its members the full CMV of all of their  products  marketed
through  Pro-Fac.  The  patronage  proceeds of Pro-Fac  above CMV in those years
have,  after payment of dividends on capital stock,  partly been paid in cash to
members and partly  retained by Pro-Fac and credited to an account  allocated to
each member by Pro-Fac.  In fiscal  1996,  members'  cash  payments for CMV were
reduced by 10  percent.  The  percentages  of CMV paid in cash or  allocated  to
members as retains over the last five fiscal years are as follows:

<TABLE>
                                                      Fiscal Year Ended June
                                           1994      1995      1996      1997        1998
                                          ------    ------     ----     ------      ------

<S>                                       <C>       <C>        <C>      <C>         <C>   
Paid in cash                              105.3%    102.6%     90.0%    101.7       102.6%
Allocated as qualified retains             21.0      10.6       0.0       5.2         7.9
Allocated as non-qualified retains          2.9       0.5       0.0       0.0         0.0
                                          -----     -----      ----     -----       -----
    Total                                 129.2%    113.7%     90.0%    106.9%      110.5%
                                          =====     =====      ====     =====       =====
</TABLE>

Timing of Payments for Crops:  Agrilink is obligated to pay Pro-Fac the purchase
price for crops sold under the Marketing  Agreement at such time or times as may
be necessary to permit  Pro-Fac to make  required  payments to its members.  The
actual  CMV of a crop  cannot  ordinarily  be  determined  until  well after the
harvest,  so initial  payments are based upon  estimated CMV, which is the final
CMV  established  for the crop in the prior year,  unless the Board of Directors
determines that average  industry prices have changed  significantly  since that
time.

As soon as payments for  particular  crops are received from  Agrilink,  Pro-Fac
pays the funds  received  over to the members who delivered  those crops.  Thus,
with minor variations, the purchase price is then paid by Pro-Fac to the members
in  accordance  with a  long-established  schedule,  as  follows:  50 percent of
estimated  CMV is paid not later than 30 days after  completion of delivery of a
particular  crop, and another 25 percent of estimated or established CMV is paid
not later than 120 days after the average date of final  delivery for each crop.
The  balance  of CMV is paid not later  than July 15 of the  following  calendar
<PAGE>
                                                               10
year.  Any payments in addition to CMV are made as soon as possible,  but in any
event within 8-1/2 months following the end of the fiscal year.

For example,  a member of Pro-Fac who  delivered  crops with a CMV of $10,000 to
Pro-Fac for marketing on August 1, 1997 was paid or allocated a total of $11,050
for those  crops.  Of this amount,  he was paid  $10,000  (CMV) in cash in three
installments based on the following  schedule of payments from Agrilink:  $5,000
by August 30, 1996,  $2,500 by November 30, 1996 (assuming this member's date of
final  delivery  coincides  with the average date of final delivery for the same
crop),  and  $2,500 by July 15,  1998.  In  addition,  as soon as the  necessary
computations could be made, but before March 15, 1999 (8-1/2 months after fiscal
year  end)  and  final  payment  was  received  from  Agrilink,  he was  paid an
additional   $260  (25  percent  of  the  $1,050  earned  over  CMV,   excluding
non-qualified  retains, if any) in cash, while $790 (the remaining 75 percent of
the earnings over CMV, excluding non-qualified retains, of which there were none
for  fiscal  1998) was  retained  by Pro-Fac  and  allocated  to his  account as
qualified retains. See "Description of Pro-Fac Securities."

Harvest  Time  Advance:   Recognizing  the  costs  involved  in  harvesting  and
delivering  a crop,  Pro-Fac has adopted a policy of offering  harvest time cash
advances  to members.  The terms and  conditions  governing  such  advances  are
specified in the annual crop agreements.  Payment of the harvest time advance is
usually  made  approximately  one week after  delivery of a crop,  and the total
amount of the advance may not exceed 50 percent of  estimated  CMV.  The harvest
time  advance is repaid by  deducting  the amount of the advance  from the first
payment due the member for the crop.

Single  Pool:  Under the  General  Marketing  Agreement,  Pro-Fac is required to
account for its earnings under what is generally  referred to as the single pool
concept,  in part because that portion of the purchase  price for crops received
from Agrilink  which is in excess of CMV is not allocated to individual  Pro-Fac
crops, but rather is a single payment based on the profitability of a variety of
products.  Under the  single  pool  system,  a  determination  is made as to the
earnings of all crops in the aggregate. In the above example, the total purchase
price for crops paid or  allocated to the  hypothetical  member was 10.5 percent
over the CMV of the crops which he delivered  to Pro-Fac.  The payment to him of
$10,000 in cash was based upon the CMV of the particular crops he delivered, but
the 10.5 percent earned above that was based upon the aggregate  earnings of all
Pro-Fac crops  delivered in fiscal 1998 (1997  Production  Year),  computed in a
single pool. The prices paid to members of Pro-Fac for their crops are therefore
related both to the CMV of those crops and to the aggregate profitability of all
Pro-Fac crops determined under the single pool concept.

Tax  Matters:  As a  cooperative,  Pro-Fac is taxed  under  Subchapter  T of the
Internal  Revenue Code of 1986, as amended (the "Code"),  which imposes  regular
corporate  income  tax  rates  on  cooperatives  but at  the  same  time  allows
cooperatives  to deduct  from  taxable  income for federal  income tax  purposes
certain  deductions which are not available to other business  corporations.  In
particular,  under Subchapter T a cooperative may deduct from its taxable income
all  amounts  which are paid to its  members  and  other  patrons  as  patronage
dividends  (either in cash or through the allocation of amounts  retained by the
cooperative  and represented by qualified  written  notices of allocation)  with
respect to patronage occurring during the taxable year.

In general,  the payments from  earnings of a cooperative  to its members in the
form of cash and qualified  retains  constitute  patronage  dividends within the
meaning of Subchapter  T. Members and other patrons of a cooperative  must agree
to include in their taxable income in the year received all amounts of patronage
dividends  paid in cash or  allocated to their  accounts as  qualified  retains.
Patronage  income  allocated  by a  cooperative  to its  members  in the form of
non-qualified  retains is taxable at the cooperative level when such retains are
issued.  In  the  year  in  which  non-qualified   retains  are  redeemed  by  a
cooperative,  the  cooperative  receives  a tax  deduction  in the amount of the
retains which are redeemed.  Members and other patrons of the  cooperative  must
agree  to  include  in  their  taxable  income  in the  year of  redemption  any
non-qualified retains redeemed by the cooperative.  Non-patronage-sourced income
of a cooperative is subject to federal income tax at the cooperative level.

Under the current  agreements in effect between  Agrilink and Pro-Fac,  payments
are made by Agrilink for the crops of Pro-Fac members.  Such payments,  in part,
are based upon the earnings of Agrilink derived from products processed from the
crops supplied by Pro-Fac. These payments are classified and reported by Pro-Fac
for federal income tax purposes as patronage-sourced  income.  Because there are
few guidelines in this area of law, such classification and reporting has in the
past led to audit disputes with the Internal  Revenue  Service (the "IRS").  The
IRS  clarified  its  position in a  technical  advice  memorandum  to Pro-Fac on
September 23, 1991.  While changes have occurred in the  relationship of Pro-Fac
with  Agrilink  since the  issuance  of the  technical  advice  memorandum,  the
contractual relationship between the two companies, requiring the payments based
upon  the  earnings  of  Agrilink,  remain  substantively  the  same as when the
technical advice memorandum was issued. As such,  Pro-Fac has continued to treat
payments  based upon the earnings of Agrilink as  patronage-sourced  income.  In
January  1995,  the  Boards  of  Directors  of  Agrilink  and  Pro-Fac  approved
appropriate amendments to the Bylaws of Agrilink to allow Agrilink to qualify as
a  cooperative  under  Subchapter T of the Code.  In August  1995,  Agrilink and
Pro-Fac  received a favorable  ruling from the IRS  approving  the change in tax
treatment  effective for fiscal 1996. This ruling also confirmed that the change
<PAGE>
                                                               11
in Agrilink's tax status would have no effect on Pro-Fac's  ongoing treatment as
a cooperative  under  Subchapter T of the Code.  Based on the foregoing,  Harris
Beach & Wilcox,  LLP is of the opinion that payments to members of Pro-Fac based
upon  earnings  of  Agrilink  continue to  constitute  patronage-sourced  income
pursuant to Subchapter T of the Code. In the event, however, the IRS changes the
classification  and  reporting  of  the  patronage-sourced  income  by  Pro-Fac,
additional  income  taxes  and  interest  could be  assessed  as a result of the
reclassification   of   income   reported   as   patronage-sourced   income   to
non-patronage-sourced income.

From time to time  various  proposals  have been  made and bills  introduced  in
Congress  which would have the effect of  modifying or  eliminating  the present
provisions  of the Code  pursuant  to which  cooperatives  are  taxed  and could
subject cooperatives to greater federal income tax liability. It is not possible
to predict  whether any such proposal may be adopted,  or if adopted what effect
it might have on the federal income tax liability of Pro-Fac or its members.

In  addition,  from  time  to time  the  IRS  issues  revenue  rulings,  revenue
procedures,  and other official  statements,  which may be either prospective or
retrospective in application,  by which it seeks to interpret and administer the
provisions of the Code  applicable  to  cooperatives.  It is also  impossible to
predict the effect any  administrative  interpretations  which may be adopted in
the future would have on the federal tax liability of Pro-Fac or its members.

                        DESCRIPTION OF PRO-FAC SECURITIES

COMMON STOCK, PAR VALUE $5 -

Dividend Rights: After all required dividends have been declared and paid to the
holders of preferred stock, dividends may be declared and paid to the holders of
common  stock.  Under  present law,  dividends on common stock may not exceed 12
percent  of  par  value  per  annum.   Members  who  purchase  common  stock  in
installments  are entitled to receive  dividends  only on those shares of common
stock which have been issued to them.

Voting Rights:  The holders of common stock are members of Pro-Fac.  Each member
has one vote,  regardless of the number of shares held. The  one-vote-per-member
rule is subject to certain limitations where, for estate planning,  tax planning
or other reasons,  more than one member is part of the same farm operation.  The
restated certificate of incorporation of Pro-Fac provides that, when two or more
holders of common stock join in an agricultural  venture, the Board of Directors
in its discretion shall determine whether the venture is a single enterprise for
which  the  participating  holders  shall  have  a  single  vote  or a  multiple
enterprise entitling the holders to more than one vote.

Liquidation  Rights:  Upon  dissolution  or other  termination of Pro-Fac or its
business,  after  the  payment  of  all  debts,  all  outstanding  retains  (see
"Retains,"  below)  are to be  retired  in full,  on a  pro-rata  basis  without
priority,  before any  liquidating  dividends are declared on or with respect to
capital stock.

After payment to holders of all outstanding retains,  holders of preferred stock
are entitled to receive,  out of the funds then remaining,  the full liquidation
preference  of their stock,  together  with the amount of such  dividends as may
have been declared but remain unpaid.  After payment to the holders of preferred
stock,  holders of common stock are  entitled to receive the par value  thereof,
together with the amount of such  dividends as may have been declared but remain
unpaid.

To summarize,  the order of priority upon  distribution of assets in dissolution
is as follows:

     1.   First to creditors;

     2.   Then to redeem outstanding retains at full face value.

     3.   Then to redeem preferred stock at liquidation value;

     4.   Then to redeem common stock at par;

     5.   With the remainder distributed  proportionately to the members to whom
          retains have been allocated during the preceding five fiscal years.

Preemptive Rights:  Holders of common stock have no preemptive rights.

Conversion  Rights:  Common stock is not convertible  into any other security of
Pro-Fac.

Redemption  Provisions:  If a member  ceases to be a  producer  of  agricultural
products  marketed through Pro-Fac,  he must dispose of his common stock. If the
member follows the proper  termination  procedure and gives the required notice,
Pro-Fac will ordinarily purchase his stock at par value. The same procedure will
ordinarily  apply when a member is expelled from the  Cooperative or reduces his
production of a particular  crop, in which cases all or part of his common stock
must be disposed of. Should Pro-Fac  discontinue a crop,  producers of that crop
will be required to dispose of their  related  common  stock  investments.  Upon
notice from the  Cooperative,  members  must sell such stock to Pro-Fac for cash
equal to its par value.
<PAGE>
                                                               12
Liability to Further  Assessment:  Shares of Pro-Fac common stock are subject to
no further call or assessment.  Under the New York Cooperative Corporations Law,
however, each member of a cooperative corporation, as well as each director, may
be personally  liable for certain amounts due to employees for services rendered
to the Cooperative.

Transfer Agent:  Pro-Fac functions as its own transfer agent for common stock.

Transferability:  Pro-Fac common stock is issued only to growers of agricultural
products  marketed  through Pro-Fac (or to associations of such growers) and may
be  transferred  only  to  another  grower  who  meets  Pro-Fac   standards  for
membership.  A member who wishes to sell his common  stock must notify  Pro-Fac,
which then advises the member of the price another  qualified grower  acceptable
to Pro-Fac is willing to pay for the stock. Such prices vary widely by commodity
and the  region  in which the crop  associated  with the  common  stock is to be
grown.  Such sales are often at a price  exceeding the $5 par value at which the
stock was originally issued.  Historically,  there has usually been a demand for
common stock offered for sale by members.  However, should there be no qualified
buyer for the common  stock  offered  for sale,  then  Pro-Fac is  obligated  to
repurchase the common stock at its $5 par value.

PREFERRED STOCK -

On January 28, 1995,  the members of Pro-Fac  approved an amendment to Pro-Fac's
Certificate  of  Incorporation  to authorize  the issuance of an  additional  50
million shares of preferred stock,  divided into five classes (Classes A through
E) of 10 million shares each. As a result of the amendment,  the Board continues
to be authorized  to issue up to 5 million  shares of  Non-Cumulative  Preferred
Stock and is authorized to issue up to 50 million shares of new preferred  stock
at such times,  for such purposes,  on such terms and for such  consideration as
the Board may determine, without further action of the members.

The Board is authorized  to provide for the issuance,  from time to time, of any
such new preferred stock in one or more designated  series, and to fix the terms
of each such  designated  series of  shares.  In  establishing  the terms of the
series of new  preferred  stock,  the Board is  authorized  to set,  among other
things,  the number of shares,  the dividend rate and  preferences,  the form or
method of payment of  dividends,  the  cumulative  or  non-cumulative  nature of
dividends,  redemption  provisions (if any),  including any mandatory  scheduled
redemptions, the right (if any) to convert or exchange such preferred shares for
other  securities,  voting  rights (if any),  in  addition  to any  required  by
applicable law, and the amounts payable,  and  preferences,  in the event of the
voluntary or involuntary  liquidation  of Pro-Fac.  Each series of new preferred
stock will,  in respect of dividends and  liquidation,  rank senior to Pro-Fac's
common stock, par value $5 per share (the "Common Stock"),  and on a parity with
or junior to the  Non-Cumulative  Preferred Stock, as determined by the Board at
the time of  issuance  of such  series.  Within  any class of the new  preferred
stock, each series will rank on a parity with each other series in that class as
to dividends and liquidation.

In June 1995,  the Board  approved  the  creation  of a new series of  preferred
stock,  to be  designated  Class B,  Series  1 10%  Cumulative  Preferred  Stock
("Series 1 Preferred Stock"),  for issuance to employees of the Company pursuant
to an employee  stock purchase  plan.  Pursuant to the plan,  shares of Series 1
Preferred  Stock are being  offered to  employees  of the Company for a purchase
price of $10.00 per share.  Holders of Series 1 Preferred  Stock are entitled to
receive, when, as and if declared by the Board,  cumulative cash dividends at an
annual rate of $1.00 per share.  Pro-Fac plans to offer to repurchase at least 5
percent of the outstanding shares of Class B Stock annually.

In August 1995, in connection  with the Exchange  Offer,  the Board approved the
creation  of the  Cumulative  Preferred  Stock as an  additional  new  series of
preferred  stock.  See "Summary of  Prospectus - Pro-Fac  Securities - Preferred
Stock."

Ranking:  The  Cumulative  Preferred  Stock  ranks  as  to  dividends  and  upon
liquidation,  dissolution  and  winding up on a parity  with the  Non-Cumulative
Preferred  Stock,  the Series 1 Preferred Stock, and any other series of Class A
Preferred  Stock or Class B  Preferred  Stock  ("Class  A or B Series  Preferred
Stock") of Pro-Fac,  and ranks as to dividends or upon liquidation,  dissolution
or winding  up, or both,  on a parity  with any other class or series of capital
stock that  expressly  provides  that it ranks on a parity  with the  Cumulative
Preferred Stock with respect to dividends or upon  liquidation,  dissolution and
winding up, as the case may be  (collectively,  "Parity Dividend  Securities" or
"Parity Liquidation  Securities").  The Cumulative  Preferred Stock ranks senior
with respect to dividends and upon  liquidation,  dissolution  and winding up to
the Common  Stock and any other  capital  stock  (other than the  Non-Cumulative
Preferred  Stock,  Series 1  Preferred  Stock and Class A or B Series  Preferred
Stock) that does not, by its terms, expressly provide that it is senior to or on
a parity with the Cumulative  Preferred  Stock with respect to dividends or upon
liquidation,  dissolution  and  winding  up,  as the case may be  (collectively,
"Junior Dividend Securities" or "Junior Liquidation Securities").
<PAGE>
                                                               13
Dividends:  Holders of shares of  Cumulative  Preferred  Stock are  entitled  to
receive, when, as and if declared by the Board, out of assets of Pro-Fac legally
available therefor, cumulative cash dividends at a quarterly rate equal to $0.43
per  share  (or an  annual  rate  of  approximately  6.88%  of  the  liquidation
preference of $25.00 per share). Dividends on the Cumulative Preferred Stock are
payable  quarterly in arrears on each April 30, July 31, October 31, and January
31 of each  year.  Each such  dividend  is  payable to holders of record as they
appear on the stock  records of Pro-Fac at the close of  business  on each April
15, July 15, October 15, and January 15 preceding such dividend payment date, or
such other  record  dates as selected  by the Board,  which are not more than 50
days prior to such payment  date.  Dividends are  cumulative  from each dividend
payment date,  whether or not in any dividend period or periods there are assets
of Pro-Fac legally available for the payment of such dividends.

Accumulations  of dividends on shares of Cumulative  Preferred Stock do not bear
interest.  Dividends  payable on the Cumulative  Preferred  Stock for any period
greater or less than a full dividend period are computed on the basis of 360-day
year consisting of twelve 30-day months.

Dividends on the  Non-Cumulative  Preferred Stock are not in a fixed amount, but
instead are at such rate (not less than 6% per annum) as the Board of  Directors
may  determine  (as and when  declared by the Board of Directors  out of legally
available  funds).  Although  the Board of  Directors  has in the past  declared
dividends based on Pro-Fac's cost of funds,  the dividend for fiscal 1998 was at
an annual rate of 6 percent,  and Pro-Fac  expects that future  dividends on the
Non-Cumulative  Preferred  Stock will not exceed the minimum  rate of 6 percent.
Dividends on the Non-Cumulative Preferred Stock are not cumulative.

As  described  under  "Ranking"  above,  the  Cumulative  Preferred  Stock,  the
Non-Cumulative  Preferred Stock and the Series 1 Preferred  Stock,  Class A, are
all Parity Dividend  Securities.  To declare and pay full dividends for a period
with respect to any of the Parity Dividend Securities,  Pro-Fac must declare and
pay full dividends for the applicable period on all Parity Dividend  Securities.
To declare and pay less than full  dividends for a period with respect to any of
the Parity Dividend Securities,  Pro-Fac must declare and pay pro rata dividends
on all  Parity  Dividend  Securities.  In  calculating  the pro  rata  share  of
dividends  to be paid with  respect to each  class of  preferred  stock,  unpaid
dividends  for prior  periods  are  considered  only with  respect to classes of
preferred stock with cumulative dividends.

Pro-Fac may not declare,  pay or set apart for payment any dividend  (other than
certain stock  dividends) on any of the Junior  Dividend  Securities or make any
distribution  in  respect  thereof  unless  full  cumulative  dividends  on  the
Cumulative  Preferred  Stock,  the Series 1 Preferred  Stock,  and Class A and B
Series  Preferred  Stock  have been or are  contemporaneously  declared  and the
corresponding  portion of the  current  annual  dividend  on the  Non-Cumulative
Preferred Stock is declared as described in the preceding paragraph.

Pro-Fac is also subject to certain limitations on payment of dividends under the
terms of its financing agreements.

Preemptive Rights:  The holders of the Cumulative  Preferred Stock will not have
any preemptive rights.

Redemption:  Pro-Fac has the right, at any time and from time to time, to redeem
the Cumulative  Preferred Stock, in whole or in part, at the redemption price of
$25.00 per share,  plus, in each case,  all dividends  accrued and unpaid on the
Cumulative  Preferred  Stock up to the date fixed for  redemption,  upon  giving
notice  at  least  30 but not  more  than 60 days  before  the  date  fixed  for
redemption.  If fewer than all of the outstanding shares of Cumulative Preferred
Stock are to be redeemed, the shares to be so redeemed will be selected pro rata
or by lot,  except that  Pro-Fac  reserves  the right to first redeem all of the
shares held by any holder of a number not to exceed 100.

From and after the redemption date (except to the extent Pro-Fac defaults in the
payment of the  redemption  price),  all  dividends on the shares of  Cumulative
Preferred Stock  designated for redemption will cease to accrue,  and all rights
of the holders thereof as  stockholders of Pro-Fac,  except the right to receive
the redemption price thereof, will cease and terminate.

The  Cumulative  Preferred  Stock is not  subject to any  sinking  fund or other
binding  obligation  of  Pro-Fac to redeem or retire  the  Cumulative  Preferred
Stock.  Unless  redeemed by Pro-Fac,  the Cumulative  Preferred  Stock will have
perpetual maturity.

During a  limited  period  between  1984 and  1993,  Pro-Fac  repurchased  small
portions  of  the  Non-Cumulative  Preferred  Stock  at  its  par  value.  Those
repurchases  were at the sole discretion of Pro-Fac.  Pro-Fac has not offered to
repurchase any  Non-Cumulative  Preferred Stock since its fiscal year ended 1993
and has no intention to do so in the near future.  Pro-Fac also is restricted in
its ability to redeem  shares of its capital  stock under the various  financing
obligations entered into to finance the Acquisition.
<PAGE>
                                                               14
Restriction on Certain Stock Acquisitions:  Pro-Fac may not purchase,  redeem or
otherwise acquire for consideration  (other than in a repurchase of Common Stock
of  a   departing   member   pursuant   to   Pro-Fac's   Bylaws  or  in  certain
recapitalizations,  exchanges or refinancings)  any Cumulative  Preferred Stock,
Parity Dividend  Securities  (including the Non-Cumulative  Preferred Stock, the
Series 1 Preferred  Stock,  and Class A and B Series  Preferred  Stock),  Parity
Liquidation  Securities,   Junior  Dividend  Securities  or  Junior  Liquidation
Securities unless full cumulative  dividends on the Cumulative  Preferred Stock,
the Series 1 Preferred  Stock, and the Class A and B Series Preferred Stock have
been or are  contemporaneously  declared  and the  corresponding  portion of the
current annual  dividend on the  Non-Cumulative  Preferred  Stock is declared as
described above.

Liquidation: After payment to holders of all outstanding retains, the holders of
the Cumulative  Preferred Stock will be entitled to receive, in the event of any
voluntary  or  involuntary  liquidation,  dissolution  or winding up of Pro-Fac,
$25.00 per share plus an amount equal to all dividends (whether or not earned or
declared)  accrued and unpaid thereon to the date of final  distribution to such
holders. Until the holders of the Cumulative Preferred Stock have been paid such
liquidation preference in full, no payment or other distribution will be made on
any Junior Liquidation  Securities upon the liquidation,  dissolution or winding
up of  Pro-Fac.  If  amounts  available  after the  payment  to  holders  of all
outstanding  retains are insufficient to pay, in full, the liquidation  value of
the Cumulative  Preferred Stock, the liquidation value of the Series 1 Preferred
Stock,  the  liquidation  value of the  Non-Cumulative  Preferred  Stock and the
liquidation  value  (including  accumulated  dividends)  of any other  shares of
Parity Liquidation Securities issued and outstanding, payments to holders of the
Cumulative  Preferred  Stock,  the Series 1 Preferred  Stock,  the Class A and B
Series  Preferred  Stock,  the  Non-Cumulative  Preferred  Stock and such Parity
Liquidation Securities will be made pro-rata.  Neither a consolidation or merger
of  Pro-Fac  nor a  sale,  lease  or  transfer  of all or  substantially  all of
Pro-Fac's  assets will be considered a  liquidation,  dissolution or winding up,
voluntary or involuntary, of Pro-Fac.

Voting:  Except as required by law, holders of Cumulative Preferred Stock do not
have any voting  rights with  respect to their  shares of  Cumulative  Preferred
Stock.

Transferability;  Trading  Market:  Shares  of  Cumulative  Preferred  Stock and
Non-Cumulative Preferred Stock are freely transferable. The Cumulative Preferred
Stock is traded on the Nasdaq  National  Market  System.  The trading  symbol is
PFACP. There is no active trading market for the Non-Cumulative Preferred Stock.

Pro-Fac  maintains  an  ongoing  exchange  program  to  allow  the  exchange  of
Non-Cumulative   Preferred   Stock   for   Cumulative   Preferred   Stock  on  a
share-for-share basis. A "blackout" period, however, exists between the dividend
qualifying date for the Non-Cumulative Preferred Stock and October 16 each year.
This prevents a holder from collecting the annual dividend on the Non-Cumulative
Preferred  Stock and  immediately  becoming  eligible to collect  the  quarterly
dividend on the Cumulative Preferred Stock.

According to Nasdaq's published guidelines, the Cumulative Preferred Stock would
not meet the criteria for  continued  inclusion  in the Nasdaq  National  Market
System if, among other things, the number of round lot shareholders is less than
400, the number of publicly held shares of Cumulative Preferred Stock (excluding
Cumulative  Preferred  Stock held by officers or  directors  or their  immediate
family and excluding  concentrated holdings of 10 percent or more) was less than
750,000,  the aggregate market value of the publicly held Cumulative  Preferred
Stock was less than $5 million  or there  were fewer than two market  makers for
the Cumulative  Preferred  Stock.  If these  standards were not met,  quotations
might continue to be published in the over-the-counter  "additional list" or one
of the "local lists." If the shares of Cumulative  Preferred Stock are no longer
eligible for Nasdaq  quotation,  quotations  might still be available from other
sources.

Because it is  included  in the Nasdaq  National  Market  System,  shares of the
Cumulative  Preferred Stock constitute "margin securities" under the regulations
of the Board of Governors of the Federal  Reserve  System (the "Federal  Reserve
Board"), which has the effect, among other things, of allowing brokers to extend
credit  on the  collateral  of the  Cumulative  Preferred  Stock.  If no  longer
included or reported in market quotations,  the Cumulative Preferred Stock would
no longer constitute "margin securities" for the purposes of the Federal Reserve
Board's margin regulations and, therefore, could no longer be used as collateral
for loans made by brokers.

Transfer Agent: The transfer agent,  dividend agent and redemption agent for the
shares of Cumulative Preferred Stock is Harris Trust Company.

RETAINS -

Annual Allocation: Retains, if any, must be allocated to the accounts of members
within 8-1/2 months of the close of the fiscal year.  The fiscal year of Pro-Fac
ends on the last Saturday of June; it has been and continues to be the policy of
Pro-Fac to make the  allocation of the retains on or about  September 15 of each
year.  Each member is  typically  advised of the  allocation  of  qualified  and
non-qualified  retains to his account by means of an investment summary which is
mailed to him each year about  September  15. There was no allocation of retains
for fiscal 1996.
<PAGE>
                                                               15
Qualified  Retains  Mature  into  Preferred  Stock:  Qualified  retains  bear no
interest,  but five years after  issuance they  generally  mature into preferred
stock at the  liquidity  preference  of $25 per share at the  discretion  of the
Board of  Directors.  One share of  preferred  stock  for each $25 of  qualified
retains  is  ordinarily  issued to  holders  of  qualified  retains  on or about
December 31 following the  completion of the fifth year after  allocation of the
qualified  retains.  Qualified  retains are now created in  multiples  of $25 to
avoid the necessity of paying fractional  amounts in cash.  Retains issued prior
to fiscal 1996 will convert into Class a Cumulative  Preferred  Stock unless the
holder specifically requests  Non-Cumulative  Preferred Stock. In the future, it
is the  intention  of the Board of Directors  that retains  maturing or redeemed
will be converted into or redeemed using Class A Cumulative Preferred Stock.

Redemption of Non-Qualified Retains: It is the present intention of the Board of
Directors that non-qualified  retains will be redeemed,  through partial payment
in cash and the issuance of Cumulative Preferred Stock, approximately five years
after their issuance.

Methods of Allocation of Retains: The bylaws of Pro-Fac provide that the written
notice of  allocation  of retains may contain such terms and  conditions  as the
Board  of  Directors  may  deem  appropriate.  Pro-Fac  does  not  issue  actual
certificates  to  represent  retains,  but  rather  issues  periodic  investment
summaries showing the allocation of qualified and non-qualified  retains to each
member.

Adjustment  of  Amount  of  Non-Qualified  Retains:  It  is  possible  that  the
allocation of proceeds made immediately following the close of a fiscal year may
not be final and may  require  modification  because of some event  which  could
occur  after  the  close of the  fiscal  year.  Should  such an event  require a
reduction in the proceeds paid or allocated to members in a previous  year,  the
Board of Directors may in its discretion  reduce the amount of the non-qualified
retains allocated to the accounts of those members for the year in question.

Transferability  of Retains;  Absence of Market:  Non-qualified  retains are not
transferable,  except to the heirs or personal representative of a member in the
event of the member's death. Qualified retains are freely transferable. Although
there are several  broker-dealers  making a market in Pro-Fac qualified retains,
there  can  be  no  assurance  that  any  such  market  will  be  reestablished.
Historically,  sales of qualified retains have been at prices substantially less
than  the  face  amount.   If  a  market  for  Pro-Fac   qualified   retains  is
reestablished, the increased leverage of Pro-Fac as a result of the Acquisition,
and the limits on Pro-Fac's ability to repurchase preferred stock resulting from
the anticipated New Credit Agreement and the New Notes Indenture,  are likely to
decrease the prices at which Pro-Fac qualified retains are traded.

Liquidation  Rights:  All  retains  are junior and  subordinate  to all debts of
Pro-Fac.  The  liquidation  rights of the holders of retains are described under
"Description  of Pro-Fac  Securities - Common Stock,  Par Value $5 - Liquidation
Rights" above.

                RESTRICTIONS ON DIVIDENDS AND OTHER DISTRIBUTIONS
                            TO MEMBERS AND INVESTORS

Pro-Fac  guarantees  the  outstanding  debt  obligations  of the Company.  These
arrangements  place  aggregate  dollar  limits on the amount  Pro-Fac may pay as
dividends,  stock  repurchases or similar  distributions  to  shareholders  each
fiscal year. Pro-Fac guarantees also include financial  covenants that may limit
Pro-Fac's  ability to pay dividends on its common and preferred stock.  Further,
because  Agrilink  and its  lenders  are the  principal  sources of cash used by
Pro-Fac to pay  dividends,  the  restrictions  on payments  from Agrilink to (as
described in the Pro-Fac  Annual  Report on Form 10-K) may also limit  Pro-Fac's
ability  to pay  dividends  on its common and  preferred  stock.  See also "Risk
Factors - Increase in Leverage of Agrilink."

                           CERTIFICATES FOR SECURITIES

Except  with  respect  to  its  Class  A  Cumulative  Preferred  Stock,  Pro-Fac
ordinarily does not issue certificates  representing shares of either its common
or preferred  stock or its members'  interests in retains,  except upon specific
request.  In lieu of  certificates,  Pro-Fac  distributes to its members and its
non-member  security holders  periodic  computerized  statements  referred to as
"investment  summaries." The investment  summaries detail the investment of each
member  or  security   holder  in  the  securities  of  Pro-Fac  (common  stock,
Non-Cumulative  Preferred  Stock and  retains)  by type of  security,  number of
shares (or dollar amount) and date of issue.  In the case of qualified  retains,
the  summaries  also  indicate  the date upon which they are  anticipated  to be
replaced  by  corresponding   par  value  dollar  amounts  of  preferred  stock.
Additionally,  the investment summaries detail each member's crop commitments to
the Cooperative.
<PAGE>
                                                               16
                              PLAN OF DISTRIBUTION

When the Board of Directors determines to offer Common Stock to support delivery
rights  for  an  existing  or new  crop,  the  offering  is  implemented  by the
Agricultural  Services Department of the Cooperative.  The Agricultural Services
Department  delivers  prospectuses and notices of Common Stock  availability to,
and has meetings with,  existing  Cooperative  members  capable of providing the
crop or, if new members  are  required,  qualified  growers of the crop near the
Agrilink  production  facility  to  which  the  crop  will  be  delivered.   The
ministerial acts associated with the distribution of retains,  the conversion of
qualified retains to preferred stock and the redemption of nonqualified  retains
for cash and/or  preferred stock are also handled by the  Agricultural  Services
Department,  with the  assistance of the  Cooperative's  transfer  agent,  where
required.

                                     EXPERTS

The financial statements, incorporated by reference to the Annual Report on Form
10-K for the year ended June 27, 1998,  have been so incorporated in reliance on
the report of PricewaterhouseCoopers LLP, independent accountants,  given on the
authority of said firm as experts in auditing and accounting.
<PAGE>

                                                                 17
                                     PART II

                     Information Not Required in Prospectus

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The expenses in connection with the issuance and  distribution of the securities
being registered are as follows:
<TABLE>

<S>                                                   <C>        
Filing fee for Registration Statement                 $ 2,121.00
Legal fees and expenses                                10,000.00*
Accounting fees and expenses                            3,500.00*
Blue sky fees and expenses                             10,000.00*
Taxes                                                     None
Transfer agents' fees                                     None
Printing and engraving                                  3,000.00
Miscellaneous                                           1,000.00
                                                      ----------
  Total                                               $29,621.00
                                                      ==========

<FN>
*Estimated
</FN>
</TABLE>

ITEM 15.      INDEMNIFICATION OF DIRECTORS AND OFFICERS

Sections  721 through 727 of the New York  Business  Corporation  Law permit the
registrant  to indemnify its officers and directors  against  liabilities  under
certain  circumstances.  Section 726 of the New York  Business  Corporation  Law
allows the  registrant  to purchase and maintain  insurance to indemnify (i) the
registrant for any obligation which it incurs as a result of the indemnification
of directors  and  officers,  (ii)  directors and officers in instances in which
they may be indemnified by the  registrant,  and (iii) directors and officers in
instances  in which they may not  otherwise  be  indemnified  by the  registrant
provided  the  contract  of  insurance  covering  such  directors  and  officers
provides, in a manner acceptable to the superintendent of insurance of the State
of New York, for a retention amount and for  co-insurance.  Notwithstanding  the
foregoing,  no such  insurance  may provide for any payment,  other than cost of
defense,  to or on behalf of any  director or officer (i) if a judgment or other
final adjudication  adverse to the insured director or officer  establishes that
his acts of active  and  deliberate  dishonesty  were  material  to the cause of
action so adjudicated,  or that he personally  gained in fact a financial profit
or other  advantage to which he was not legally  entitled or (ii) in relation to
any risk the  insurance of which is  prohibited  under the  insurance law of the
State of New York. As permitted by law, the  registrant has obtained a policy of
directors and officers liability and corporation reimbursement insurance,  which
is due for renewal on August 15, 1999.

<TABLE>
ITEM 16. EXHIBITS

     (a) Exhibits:
<CAPTION>

          Exhibit
          Number                                       Description

          <S>      <C>                                              
          3.3(7)   Certificate of Incorporation of Pro-Fac.

          3.4(3)   Bylaws of Pro-Fac.

          3.5(6)   Certificate of Amendment of the Certificate of Incorporation of Pro-Fac.

          5.0      Opinion and Consent of Harris Beach & Wilcox, LLP.

          8.0      Opinion of Harris Beach & Wilcox, LLP regarding tax matters.

          10.1(2)  Indenture,  dated as of November  3, 1994 (the  "Indenture"), among PFAC, Pro-Fac and IBJ  Schroder Bank & Trust
                   Company ("IBJ"), as Trustee, as amended by First Supplemental Indenture,  dated as of November 3, 1994, each with
                   respect to Agrilink's 12.25 percent Senior Subordinated Notes due 2005 (the "Notes").

          10.2(2)  Term Loan, Term Loan Facility and Seasonal Loan Agreement, dated as of  November 3, 1994, among Springfield Bank
                   for Cooperatives (the  "Bank"), Agrilink and PFAC.

          10.3(2)  Parent  Guaranty,  dated as of  November  3,  1994,  by Pro-Fac in favor of the Bank.

          10.4(2)  Parent Security Agreement, dated as of November 3, 1994 between Pro-Fac and the Bank.
</TABLE>

<PAGE>


                                                                 18

<TABLE>
(a) EXHIBITS (Continued):

     Exhibit
     Number                                                    Description

     <S>      <C>
     10.5(2)  Mortgage,  Open End Mortgage,  Deed of Trust, Trust Deed, Deed to Secure Debt, Purchase Money Mortgage, Assignment, 
              Security Agreement and Financing Statement dated  November 3, 1994 among PFAC, Agrilink and the Bank.

     10.6(2)  Marketing  and  Facilitation  Agreement,  dated  as  of November 3, 1994, between Pro-Fac and Agrilink.

     10.7(2)  Management Incentive Plan, as amended.

     10.8(2)  Supplemental Executive Retirement Plan, as amended.

     10.10(2) Master Salaried Retirement Plan, as amended.

     10.11(2) Non-Qualified Profit Sharing Plan, as amended.

     10.12(2) Excess Benefit Retirement Plan.

     10.13(5) Salary Continuation Agreement - Dennis M. Mullen.

     10.14(1) Modification  A of Term Loan,  Term Loan  Facility, and Seasonal Loan Agreement, dated as of January 26, 1995,
              between Agrilink and the Bank.

     10.15(1) Second Amendment to Non-Qualified Profit Sharing Plan.

     10.16(3) Modifications B - D of Term Loan, Term Loan Facility, and Seasonal Loan Agreement Between Agrilink and the Bank.

     10.17(4) Modifications E - F of Term Loan, Term Loan Facility, and Seasonal Loan Agreement Between Agrilink and the Bank.

     10.18(4) Equity Value Plan Adopted on June 24, 1996.

     10.19(4) Seasonal Loan Agreement Between Pro-Fac and the Bank Dated June 28, 1996.

     10.20(5) Modifications G - K of Term Loan, Term Loan Facility, and Seasonal Loan Agreement Between Agrilink and Bank.

     10.21(5) OnSite Services Agreement with Systems & Computer Technology.

     10.22(5) Raw Product Supply Agreement with Seneca Foods Corporation.

     10.23(5) Reciprocal Co-Pack Agreement with Seneca Foods Corporation.

     10.24(6) Modification L of Term Loan, Term Loan Facility, and Seasonal Loan Agreement between Agrilink and the Bank.

    10.25(6)  Second Supplemental Indenture dated November 10, 1997.

    10.26(6)  Amendment to Marketing and Facilitation Agreement.

    12        Computation of Ratio of Earnings to Fixed Charges and Preferred Dividends

    23.1(6)   Accountants' Consent Regarding the Agrilink Foods Employee Stock Purchase Plan

    23.2      Consent of Independent Accountants

    23.3      Consent of Independent Accountants

<FN>
(1)  Incorporated by reference from Registration Statement No. 33-60273.

(2)  Incorporated  by reference from  Registration  Statement No.  33-56517,  as
     amended.

(3)  Incorporated by reference from the Registrant's  1995 Annual Report on Form
     10-K.

(4)  Incorporated by reference from the Registrant's  1996 Annual Report on Form
     10-K.

(5)  Incorporated by reference from the Registrant's  1997 Annual Report on Form
     10-K.

(6)  Incorporated by reference from the Registrant's  1998 Annual Report on Form
     10-K.

(7)  Incorporated by reference from the  Registrant's  1998 First Quarter Report
     on Form 10-Q.
</FN>
</TABLE>

<PAGE>


                                                                 19
ITEM 17.      UNDERTAKINGS

     1.  The Registrant hereby undertakes:

              (1) To file,  during any period in which offers or sales are being
                  made,  a   post-effective   amendment  to  this   registration
                  statement:

                   (i)   To include any prospectus  required by Section 10(a)(3)
                         of the Securities Act of 1933;

                   (ii)  To  reflect  in the  prospectus  any  facts  or  events
                         arising after the effective  date of this  registration
                         statement (or the most recent post-effective  amendment
                         hereof)  which,   individually  or  in  the  aggregate,
                         represent a fundamental  change in the  information set
                         forth in this registration statement;

                   (iii) To include any  material  information  with  respect to
                         the plan of  distribution  not previously  disclosed in
                         the  registrations  statement or any material change in
                         such information in the registration statement;

              (2) That, for the purpose of determining  any liability  under the
                  Securities  Act of 1933,  each such  post-effective  amendment
                  shall be deemed to be a new registration statement relating to
                  the  securities  offered  therein,  and the  offering  of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

              (3) To  remove  from  registration  by means  of a  post-effective
                  amendment any of the securities  being registered which remain
                  unsold at the termination of the offering.

              (4) Insofar as indemnification  for liabilities  arising under the
                  Securities Act of 1933 may be permitted to directors, officers
                  and  controlling  persons of the  Registrant  pursuant  to the
                  foregoing  provisions,  or otherwise,  the Registrant has been
                  advised  that in the opinion of the  Securities  and  Exchange
                  Commission  such  indemnification  is against public policy as
                  expressed   in  the   Securities   Act  and   is,   therefore,
                  unenforceable.  In the event that a claim for  indemnification
                  against  such  liabilities  (other  than  the  payment  by the
                  Registrant of expenses incurred or paid by a director, officer
                  or  controlling  person of the  Registrant  in the  successful
                  defense of any action, suit or proceeding) is asserted by such
                  director, officer or controlling person in connection with the
                  securities being  registered,  the Registrant will,  unless in
                  the  opinion of its  counsel  the  matter has been  settled by
                  controlling  precedent,  submit  to  a  court  of  appropriate
                  jurisdiction the question whether such  indemnification  by it
                  is against  public  policy as expressed in the Act and will be
                  governed by the final adjudication of such issue.



<PAGE>


                                                                 20
                                   SIGNATURES



              Pursuant to the  requirements  of the  Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-2 and has duly  registration  statement
on Form S-2 to be  signed  on its  behalf  by the  undersigned,  thereunto  duly
authorized,  in the  City of  Rochester,  State  of New  York,  on the  15th day
September, 1998.


                                                PRO-FAC COOPERATIVE, INC.



                                           BY:        /s/ Earl L. Powers
                                                          Earl L. Powers
                                                   Vice President Finance and
                                                      Assistant Treasurer
                                                (Principal Financial Officer and
                                                  Principal Accounting Officer)


                                POWER OF ATTORNEY


              KNOW ALL MEN BY THESE  PRESENTS,  that each person whose signature
appears below constitutes and appoints Dennis M. Mullen and Earl L. Powers,  and
each of them, his true and lawful  attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  to this  Registration  Statement  and to file  the  same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and  purposes as he might or could do in person,  hereby
ratifying and  confirming all that said  attorneys-in-fact  and agents or any of
them, or their or his substitute or substitutes,  may lawfully do or cause to be
done by virtue hereof.

<PAGE>
                                                                 21
Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated.

<TABLE>
             SIGNATURE                 TITLE                           DATE


<S>   <C>                      <C>                               <C>
/s/    Bruce R. Fox            President and Director            August 19, 1998
      (BRUCE R. FOX)


/s/    Steven D. Koinzan       Treasurer and Director            August 19, 1998
      (STEVEN D. KOINZAN)


/s/    Tom R. Croner           Secretary and Director            August 19, 1998
      (TOM R. CRONER)


/s/    Dale W. Burmeister      Director                          August 19, 1998
      (DALE W. BURMEISTER)


/s/    Robert V. Call, Jr.     Director                          August 19, 1998
      (ROBERT V. CALL, JR.)


/s/    Glen Lee Chase          Director                          August 19, 1998
      (GLEN LEE CHASE)


/s/    Kenneth M. Dahlstedt    Director                          August 19, 1998
      (KENNETH M. DAHLSTEDT)


/s/    Robert DeBadts          Director                          August 19, 1998
      (ROBERT DEBADTS)


/s/    Kenneth A. Mattingly    Director                          August 19, 1998
      (KENNETH A. MATTINGLY)


/s/    Allan W. Overhiser      Director                          August 19, 1998
      (ALLAN W. OVERHISER)


/s/    Paul E. Roe             Director                          August 19, 1998
      (PAUL E. ROE)


/s/    Darell Sarff            Director                          August 19, 1998
      (DARELL SARFF)


/s/    Stephen R. Wright       General Manager                   August 19, 1998 
      (STEPHEN R. WRIGHT)     (Principal Executive Officer)


/s/    Earl L. Powers          Vice President Finance            August 19, 1998
      (EARL L. POWERS)         and Assistant Treasurer
                              (Principal Financial Officer and
                               Principal Accounting Officer)

</TABLE>